Working Group Proposal Regarding Implementation Of The Takeover Directive

The working group appointed by the Finnish Ministry of Finance to prepare the implementation of the directive of the European Parliament and the Council on takeover bids (the "Directive") into Finnish law (the "Working Group") published its report on 10 May 2005. The amendments contained in the report are proposed to enter into force as of 1 January 2006 (provided that the reform of the Finnish Companies Act will also enter into force as of said date) or alternatively as of 20 May 2006. The Directive is proposed to be implemented mainly through revised provisions of the Finnish Securities Market Act and through self-regulation. The principal amendments would be introduced through revised or new regulations in particular regarding the requirement to make a mandatory offer, the offer consideration, the role of the target board and competing offers, which are briefly described below.